Society of Motion Picture and Television Engineers Governance Operations Manual Version 4.4 Approved by the Board of Governors

Transcription

1 Society of Motion Picture and Television Engineers Governance Operations Manual Version 4.4 Approved by the Board of Governors Purpose and Scope of the Governance Operations Manual The purpose of the Governance Operations Manual is to describe all the duties and responsibilities of the Board of Governors (Board), the Executive Committee, the Officers of the Society and the standing Board Committees. It documents the procedures related to the operations such as nominations, elections, and meetings. It defines the legal policies and procedures relating to the formation, operation, and dissolution of the Society and the general fiduciary responsibility of the Board. It further documents the activities requiring Board approval and/or oversight. Finally, it describes the general committee processes and policies throughout the Society, and it summarizes all authorized Standing Committees, their function, and reporting relationships (except Standards Technology Committees). The primary audience of this Operations Manual is the members of the Board, the Executive Committee, Staff Members and legal counsel. The secondary audience is the members of the Society. The provisions of this manual shall not be inconsistent with the Bylaws. Copies of this Operations Manual shall be made available to all members in electronic form at no cost and, if requested, in printed form at cost.

2 2 G overnance Operations Manual Table of Contents 1 Organization Name and Purpose/Mission Restrictions Disposition of Assets and Dissolution Governing Documents District of Columbia Nonprofit Corporation Act ( Act ) Articles of Incorporation Bylaws Resolutions of the Board of Governors Operations Manuals Governance Finance/Administrative Standards Membership Education (Pending Approval) Policies Transitional Governance Document Other Procedures Robert s Rules of Order Process/Policy to Revise Operations Manuals Organizational Structure Board of Governors Regional Governors Term Limits and Filling of Vacancies for Board Officers and Governors Obligations/and Responsibilities of the Board General Duties and Requirements Fiduciary Responsibility Limitation of Liability for Officers and Governors Indemnification of Officers and Governors Meetings of the Board of Governors Board Rules of Order Quorum Voting Voting Without Convening a Meeting Removal of a Board Member or Officer Removal of Appointed Positions Officers of the Society, Executive Committee and Executive Director Term of Office... 12

3 3 G overnance Operations Manual 8.2 President Past President Executive Vice President Secretary/Treasurer Finance Vice President Education Vice President Membership Vice President Standards Vice President Executive Director Elections of the Officers and Governors SMPTE Board and Officers Nominating Committee ( Nominating Committee ) Procedure Nominating Committee Formation Nominating Committee Meetings Officer Nominations Board of Governors Nominations Nomination Qualifications/ Considerations Nominating Committee Voting Nomination by Petition Executive Committee Nominee Review Board of Governors Nominee Approval Officer and Governor Election Ballot Preparation Officer and Governor Election Results Determining and Reporting Results Appeal of Election Results Destruction of Ballots Society Membership Resignation, Termination or Suspension of Membership in the Society Appeal process Expulsion of a Member Dues Meetings of the Society Society Membership Voting Member Quorum Rules of Order Voting at a Member Meeting Voting Without a Member Meeting Proxy Voting Effect of Abstentions and Unreturned Ballots or Proxies Sections... 23

4 4 G overnance Operations Manual 15.1 Authorization of a New Section Sub-Sections Student Chapters Formation of a New Student Chapter Committee Administration Formation and Disbanding of Committees Responsible Officer Chair Committee Participants Term Committee Procedure Removal from Committee Types of Committees Honors and Awards Committees General Rules Governing the Awards Process Honorary Membership and the Honor Roll Progress Medal Award Committee James A. Lindner Archival Technology Medal Award Committee Camera Origination and Imaging Medal Award Committee Digital Processing Medal Award Committee David Sarnoff Medal Award Committee SMPTE Excellence in Education Medal Award Committee Samuel L. Warner Memorial Medal Award Committee Technicolor - Herbert T. Kalmus Medal Award Committee Workflow Systems Medal Award Committee Fellow Membership Nominations Committee Fellow Qualifications Committee Journal Award and Certificate of Merit Committee Student Paper Award Committee Presidential Proclamation Award Committee Excellence in Standards Award Committee Citation for Outstanding Service to the Society Committee Scholarships and Grants Standing Committees Board and Officers Nominating Committee Election Integrity Committee Human Resources Committee Revisions Committee Audit Committee... 38

5 5 G overnance Operations Manual Conference Strategy Committee Long Range Planning Committee Progress Report Committee Archival Papers and History Committee Board of Editors Financial Advisory Committee Standards Committee Education Fund Committee Education Advisory Committee Conference Specific Committees Conference Program Committee(s) Conference Local Arrangements Committee Sub-Committees Ad hoc Committees Policies Whistle-Blower Policy Reporting of Misconduct Rights and Responsibilities of Staff Members Supporting Volunteers Investigation No Retaliation Acting in Good Faith Conflict of Interest Policy Confidentiality Policy Definitions... 45

6 6 G overnance Operations Manual 1 Organization Name and Purpose/Mission The name of the corporation is the Society of Motion Picture and Television Engineers, Inc., (hereafter, SMPTE or the Society ) which is an international organization domiciled in the United States. The purposes for which the Society was founded, and for which it shall be operated, consistent with its Articles of Incorporation and as stated in the SMPTE Bylaws Article 1, Section 3 are: - To foster, carry on and advance the motion-picture, television and allied arts and sciences; - To gather, receive, prepare and disseminate scientific information concerning the motion-picture, television and allied arts and sciences; - To provide for and to encourage the delivery and holding of lectures, exhibitions, classes and conferences calculated to advance the theory and practice of engineering involved in the motion-picture, television and allied arts and sciences; - To promote and further the interests of the general public in the engineering, technical and safety aspects concerned with the use and enjoyment of the benefits provided by the motion-picture, television and allied arts and sciences; - And to advance the scientific aims and purposes of the SMPTE Membership to the extent that such scientific aims are consistent with or conform to the scientific purposes of SMPTE. 2 Restrictions The Society shall have no capital stock. No part of the income or property of the Society shall inure to the private benefit of any of its members, officers or any private shareholder or individual; no substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in or interfere in any political campaign on behalf of any candidate for public office. 3 Disposition of Assets and Dissolution Upon the liquidation, winding up or dissolution of the Society, whether voluntary or involuntary, and after payment of all indebtedness of the Society, the funds, investments and other assets of the Society shall be given and transferred, as the Board may determine, to some other nonprofit organization having objectives similar to those of the Society. The selection of such other organization shall be made by majority vote of all members of the Board at a meeting of said Board called for the purpose of selecting such an organization. 4 Governing Documents The policies, procedures, and regulations by which SMPTE activities are governed are embodied in the following documents, which are listed in the order in which they take precedence: 4.1 District of Columbia Nonprofit Corporation Act ( Act ) 4.2 Articles of Incorporation 4.3 Bylaws 4.4 Resolutions of the Board of Governors 4.5 Operations Manuals Governance This document Finance/Administrative The Finance/Administrative Operations Manual describes all duties and responsibilities of the Executive Director and Staff Members of the Society. It also documents the procedures related to the daily operations of the Society.

7 7 G overnance Operations Manual Standards The Standards Operations Manual supplements Section 8.9 and describes the duties of the Standards Vice President, Standards Directors, Home Office Staff, and participants, and the policies and procedures for developing and maintaining SMPTE s Standards development practices Membership The Membership Operations Manual describes the levels of membership, eligibility requirements for membership, rights and privileges of members and dues structure as well as the geographic activities of the Society Sections, Sub-Sections and Student Chapters Education (Pending Approval) The Education Operations Manual describes the principal activities and administrative processes of the functions administered by the Education Vice President. The goals are to gather, receive, prepare and disseminate scientific information concerning the industry; and to provide for and to encourage the delivery and holding of lectures, exhibitions, classes and conferences calculated to advance the theory and practice of engineering involved in the motion-picture, television and allied arts and sciences. 4.6 Policies The formal guidance needed to coordinate and execute activity throughout the institution. When effectively deployed, policy statements help focus attention and resources on high priority issues - aligning and merging efforts to achieve the organizations vision. Policy provides the operational framework within which the organization functions. Policies have widespread application and change less frequently. 4.7 Transitional Governance Document This document includes the redacted Constitution, old Bylaws and Administrative Procedures which shall remain in force until such time as initial versions of the Operations Manuals described in 4.5 above are approved by the Board and the Transitional Governance Document is formally removed by an action of the Board. The content of approved Operations Manuals shall take precedence over similar or equivalent content in the Transitional Governance Document. 4.8 Other Procedures Procedures are particular ways of accomplishing something. They should be designed as a series of steps to be followed as a consistent and repetitive approach or cycle to accomplish an end result. The operational processes required to implement organizational policy are expressed as procedures. Procedures have narrow application, change frequently and are very detailed. 4.9 Robert s Rules of Order The edition of Robert s Rules of Order to be used is Robert s Rules of Order, Newly Revised, 11th Edition, Da Capo Press: Philadelphia, PA, Process/Policy to Revise Operations Manuals When the Board identifies items that need to be revised within the Operations Manuals, the Board shall through an approved motion delegate responsibility to the Revisions Committee for the preparation of proposed revisions. The Revisions Committee may also take the initiative to review these documents and recommend new wording when appropriate for consideration by the Board. The Revisions Committee shall present any revisions for approval by the Board. The Operations Manuals shall be reviewed periodically or as deemed necessary. 6 Organizational Structure The Society shall be organized to manage and conduct its affairs effectively in furtherance of its goals and objectives consistent with the Bylaws.

8 8 G overnance Operations Manual As prescribed in the Bylaws, the Board of Governors (hereinafter, the Board) constitutes the top authority of the Society. It decides the policy which governs all Society activities. The Board is composed of the Society s Officers, Regional Governors and appointed Governors. This is described in greater detail in Article III of the Bylaws and in Section 7, Board of Governors, below. The Executive Committee is composed of the eight Officers of the Society, as defined in Article V of the Bylaws and Section 8 below. The Executive Committee acts on behalf of the Board between Board meetings to provide an interim source of policy determination and to ensure continuing managerial supervision of Society affairs. See Section 8, Executive Committee, below for details. The Officers of the Society (also referred to as Board Officers) are authorized in Article IV of the Bylaws and defined in Section 8 below. Chief among these is the President, who is responsible for guiding the affairs of the Society and is the chief spokesperson for the Society. See Section 8.2, President, below for details. The President shall be assisted by the other Officers of the Society. These Officers have the dual responsibility of advising the President and of exercising management supervision and coordination of operations within their respective areas. Major Programs shall be under a Committee authorized by the Board and reporting to the President, or another Officer specifically identified as responsible for such major Program Committee by the Board. The Board shall appoint an Executive Director who shall be employed by the Society on such terms and conditions as the Board shall determine. Subject to approval by the Board, the Executive Director may employ administrative, technical or other specialists to serve the Society. The Executive Director shall be responsible to the Board for the operation of the principal office and such other offices as the Society may maintain and shall be responsible to the Board for the supervision of other employees of the Society. The responsibilities of the Executive Director are set forth in Section 8 below and in the Finance and Administration Operations Manual. The term Home Office in the Operations Manuals collectively refers to the SMPTE headquarters offices and to the Executive Director, SMPTE Staff and other persons with authority delegated by the Executive Director. Local activities of the Society are conducted by constituent elements known as Sections, as defined in Article 1, Section 5 of the Bylaws. There are two types of Sections: (1) those organized according to geographic boundaries or other divisions, as may be determined by the Board, and (2) Student Chapters. The organization and operation of both types of Sections are defined in Sections 15 and 16 below, and in the Membership Operations Manual. 7 Board of Governors The Board is established by the Bylaws, Article III. It is the top governing body of the Society and within the framework of the Bylaws decides policy which governs all Society activities. In accordance with Bylaws, Article III, the Board is comprised of Society Officers, Regional Governors, and members elected by the Board. 7.1 Regional Governors Regional Governors shall be elected based on geographical representation as described in this section. For the purpose of representation on the Board, the Membership is divided into Regions. Regions will be established on the basis of aggregated membership (of all grades) greater than 500 members, or such other number as the Board shall determine for a Region. A list of the current Regions of the Society and a list of the current Sections and the Regions to which they belong shall be maintained and published by the Home Office including listing on the SMPTE website in the Governance section. Each Region shall be represented on the basis of one Governor for each 500 members, or fraction thereof, of any grade. No one Section within a Region shall have more than one Governor for each 500 Section members or fraction thereof, of any grade except by two-thirds vote of the Board. Governors representing Regions shall be elected by the voting Membership in their respective Region.

9 9 G overnance Operations Manual To increase the number of Governors, the Region membership must exceed the nearest multiple of 500 by at least 25 members for two consecutive calendar years. Conversely, the number of Governors representing a Region will not be reduced unless the membership falls by at least 25 members below the determining multiple of 500 for two consecutive calendar years. To ensure continuity of Region representation, relocation of the permanent residence of an individual serving as a Governor to a new location outside the Region represented shall constitute a vacancy that shall be filled as described in Bylaws, Article III, Section Term Limits and Filling of Vacancies for Board Officers and Governors All Board Officers and Governors elected by the voting Membership of the Society shall serve for a term as described in Bylaws, Article III, Section 3 with the following additional considerations: - It is desirable that Governors serve no more than two consecutive two year terms. However, after being out of such office for at least one year, an individual may be considered again for nomination to the former office. - It is desirable that Officers serve no more than two consecutive two year terms in the same office. However, where continuity of office is considered to be of greater benefit to the Society, nominations for additional terms may be appropriate. - It is preferred that no individual hold two concurrent Board positions. - The Past President shall serve until the end of the term of the current President. - Whenever a vacancy occurs in the Board or in any office of the Society, the remaining Governors may elect an individual to fill such vacancy by a two-thirds majority of the full Board. Individuals so elected shall serve for the unexpired term of their respective predecessors. 7.3 Obligations/and Responsibilities of the Board General Duties and Requirements A Board Member is expected to: Regularly attend Board meetings and participates in deliberations. Two consecutive absences from meetings without prior notification to the Executive Director shall result in removal from the Board. Prepare for Board meetings by careful review of materials disseminated. Support Board actions. Board Members are expected to evaluate and follow up on actions taken at the Board meeting and on individual/team assignments. Treat matters discussed at Board Meetings as confidential and act with discretion. Serve on one or more committees or task forces. Attend and support Society events. Actively promotes the mission and goals of the Society. Remain a member in good standing of the Society. Actively recruit new SMPTE members. Identify at least three active SMPTE members for a leadership role or as a potential successor. Always have the best interest of the organization at the root of their actions. Observe professional meeting etiquette through: o Arriving on time for meetings and staying for the entire meeting. o Coming to the meetings prepared. o Respecting the views of fellow members. o Approaching the decision-making process with a positive attitude. o Speaking clearly and concisely. o Appreciating the efforts made by committees, task forces, Officers, Staff and others to achieve goals. o Understanding parliamentary procedure Fiduciary Responsibility The Board must ensure adequate resources for the society and manage those resources effectively. To this end, the Board must be fiscally accountable, approve a budget, and formulate policies related to contracts from public or

10 10 G overnance Operations Manual private resources. Specifically, as noted in the Bylaws in Article III, Section 1, members of the Board have fiduciary obligations of care, loyalty, and obedience on behalf of the Society. - The duty of care requires the full attention to one s duties as a Board Member, setting aside competing personal or professional interests to protect the assets of the institution. This includes financial assets to be sure, but it also includes the Society s reputation, personnel, and tangible assets as well. The expectation is that a Board Member acts reasonably, competently, and prudently when making decisions as a steward of the organization. - The duty of loyalty requires Board Members to put the interests of the society before all others when dealing with matters relating to the society. It prohibits a Board Member from acting out of self-interest. The Board s Conflict of Interest Policy provides guidance on how a conflicted Board Member can avoid putting personal interests first. - The duty of obedience refers to the Board Member s obligation to advance the mission of the society. It also includes an expectation that Board Members will act in a manner that is consistent with the mission and goals of the society. Failure of this duty can result in a loss of public confidence in the organization as well as financial issues Limitation of Liability for Officers and Governors As noted in the Bylaws, Article VI, Section 1 and reproduced here for convenience, to the fullest extent permitted by the Act, the personal liability of the Board Officers and Governors of the SMPTE is hereby limited Indemnification of Officers and Governors As noted in the Bylaws, Article VI, Section 2, SMPTE shall not hold any Governor or Board Officer liable for any liabilities, costs and expenses (including attorneys fees and expenses) when incurred while acting as a Governor or Board Officer of the Society. Within reason, SMPTE shall cover costs associated with civil actions or proceedings. SMPTE shall maintain insurance for such purposes, as detailed in the Finance/Administrative Operations Manual. 7.4 Meetings of the Board of Governors The Board shall hold at least three meetings each calendar year as follows: a Q1 meeting, typically held in January or February, a mid-year meeting, typically held in June or July, and a Q4 meeting, typically held in October. At least thirty days notice of the time and place of all regular meetings shall be sent to the members of the Board. Special meetings may be called at any time by the President or by any two other Officers of the Society upon at least seven days notice. All arrangements for the meetings shall be made by the Executive Director. The Executive Director shall prepare a meeting agenda for approval by the President, and shall distribute it to all members of the Board at least two weeks prior to the meeting along with relevant meeting materials. To improve efficiency, the Board operates using a consent agenda. Reports and other topics needing Board review but not deemed controversial are included in the consent agenda, which will be considered in one action during the meeting. Board Members are responsible for reviewing the consent agenda as well as other materials prior to Board meetings. Board Members have the right to request that any item on the consent agenda be moved from the consent agenda to the meeting agenda, and be dealt with separately by the Board. Such notification should be provided as soon as possible prior to the meeting by notifying the President or Executive Director. In order to facilitate effective communications, Members are strongly encouraged to attend all regular Board meetings in person. However, if necessary, Board Members shall be able to participate by telephone or by any means of communication by which all persons engaged in the meeting are able to communicate with one another and otherwise fully participate in the meeting process. Such participation shall constitute presence at the meeting. The Executive Director shall attend all meetings, but is not entitled to vote. The Executive Director shall be responsible for the recording of the minutes of the meeting. Drafts of the minutes shall be reviewed, as appropriate, by the President, the Secretary/ Treasurer, the Society's legal advisor and the Society's auditor prior to their final preparation and distribution. The minutes shall not normally be a verbatim transcript but shall be edited and condensed to reflect the actions taken and the substance of applicable discussion.

11 11 G overnance Operations Manual Board Rules of Order As prescribed in Article III, Section 4, Subsection E of the Bylaws, the rules of order established by the Chair shall govern. In establishing such rules, the Chair shall be guided by the latest edition of Robert's Rules of Order, where not inconsistent with the Bylaws or the Act. See Section Quorum As indicated in Article III, Section 4, Subsection C of the Bylaws, a Simple Majority of all individual Board Members ( Board Quorum ) shall constitute a quorum for the transaction of business. Per Robert s Rules of Order, temporary absence of one or more Board Members from the meeting room does not constitute loss of Board Quorum and the ability to conduct business, but the President shall provide reasonable opportunity for Board Members to be summoned prior to a vote. When a Board Quorum is not present, the meeting may continue; however all decisions shall be confirmed by the President either at the next Board meeting during which a Quorum is present, or by a Written Vote as described in Section below, at the discretion of the President Voting As indicated in Article III, Section 4, Subsection D of the Bylaws, Board Members present at the meeting and voting either yes or no but not those abstaining ( Board Consensus Body ) shall serve as the basis for determining the voting threshold needed to carry a vote. The vote of a Simple Majority of the Board Consensus Body at a duly called meeting at which a Board Quorum is present shall be the act of the Board, except as otherwise provided by the Act, in the Bylaws or in one of the Operations Manuals. Each Board Member shall have one vote. For any vote, a Board Quorum must be present, whether or not a Board Quorum was present at the beginning of the meeting. All votes shall be recorded in the meeting minutes. If a Board Quorum is no longer present, then the results of the vote shall require confirmation as specified in Section above Voting Without Convening a Meeting The Board may vote on an action as a group without convening a meeting of the Board, only if each Board Member entitled to vote on the action approves the proposed action in writing, within the specified deadline for casting a vote. If any Board Member fails to vote or fails to approve the action, the action will not carry. For purposes of this section, Board Member votes shall be in writing, signed by the respective individual Board Member, and returned to SMPTE Home Office by mail, fax, or electronic transmission no later than the specified deadline. Board Member consents shall be documented as a record of action and be included with Board minutes reflecting the action taken. 7.5 Removal of a Board Member or Officer As provided in Article III, Section 5 and Article IV, Section 3 of the Bylaws, a Board Member, whether an Officer of the Society or not, may be removed from office, with or without cause, by two-thirds vote of the total membership of the Board. Such vote shall be initiated only by written petition of ten (10) percent of the Active Members or by a vote of the Simple Majority of a Board Quorum. 7.6 Removal of Appointed Positions Persons appointed by Board Members or Officers, including but not limited to Directors, Chairs of any Standing Committee, Chairs of any Ad Hoc Committee and committee members, may be removed from their position, with or without cause, by simple majority vote of the Board. Such vote shall be initiated only by written petition of ten (10) percent of the Active Members or by a vote of the Simple Majority of a Board quorum. 8 Officers of the Society, Executive Committee and Executive Director The Officers of the Society are those authorized by Article IV Section 1 of the Bylaws. The Executive Committee is authorized by Bylaw V, Section 1. The Executive Committee takes interim action on urgent policy or business matters which arise between Board meetings, and serves the Board by maintaining a close and continuing supervision over the operations of the Society. The Executive Committee is particularly concerned with the review

12 12 G overnance Operations Manual of the business operations of the Society, the preparation of budgets and the carrying out of assignments of the Board. It maintains a close contact with the Executive Director who is invited to attend meetings of the Executive Committee. The President of the Society is the chair of the Executive Committee. The President, Executive Vice President, immediate Past President, Secretary/Treasurer and four other Vice Presidents shall be Officers of the Society. Each Officer shall continually be mindful of the need for further delineation and clarification of the responsibilities of that office, and to that end, shall present recommendations to the Board as the need thereof becomes evident. Each Officer, upon leaving office, shall transmit to his/her successor recommendations for the improvement and maintenance of continuity of activities that have been within the scope of his/her responsibilities. Each Officer-elect, upon notice of election by the Executive Director, shall proceed with appointments as described in this Operations Manual, and otherwise prepare to assume office at the beginning of the elected term. All arrangements for the meetings of the Executive Committee shall be made by the Executive Director. The Executive Director prepares the agenda for approval by the President and distributes the approved agenda to all members of the Committee prior to the meeting. The Executive Director attends all meetings. The Executive Director is responsible for recording the minutes of the Executive Committee meetings. Drafts of the minutes are reviewed, as appropriate, by the Chair, the Secretary-Treasurer, the Society's legal advisor, and the Society's auditor prior to their final preparation. The approved minutes are distributed to all members of the Board. In the event that any Officer, other than the President, becomes incapacitated or for any reason is unable to discharge their responsibilities, the Executive Committee may designate another Officer to temporarily assume the responsibilities in order that the affairs of the Society may continue to be transacted without serious interruption. 8.1 Term of Office The 1 st of January of each odd-numbered year shall begin a term of office for the President, Executive Vice President, Past President, Education Vice President, Secretary/Treasurer, and approximately one-half of the Governors. The 1 st of January of each even-numbered year shall begin a term of office for the Standards Vice President, Finance Vice President, Membership Vice President, and the remaining Governors. 8.2 President The President, more than any other Officer, is responsible for the good name and reputation of the Society. All duties of the President shall be carried out in accordance with this responsibility. The President shall determine that the functions of the other Officers are being exercised diligently, and if not, take appropriate action. While each other Officer has specific assigned duties, the President shall have the authority to halt an action of another Officer until any matter of disagreement can be resolved by three-fourths of the total membership of the Board. The President shall appoint such committees as are authorized by the Operations Manuals, together with such other committees as the Board may authorize the President to appoint. The President shall approve the chairs of the various committees appointed by the other Officers. The President shall exercise general supervision and control over the make-up of the Society s Programs. The President may delegate these responsibilities, but shall be responsible for their satisfactory execution. The President should personally attend all technical conferences of the Society, and all meetings of the Board. During the technical conferences, the President should personally preside at the opening luncheon, the formal banquet, all business meetings, and should personally make presentations of the Society's awards.

13 13 G overnance Operations Manual In the conduct of the Society business meetings, the President shall see that every individual having the right and desire to be heard shall be heard, but that no discussion is prolonged beyond a useful period of time. The President should see that rules of parliamentary procedures are followed firmly and impartially. The President shall at all times, by precept and example, do and say those things which tend to promote harmony within the Society and between the Society and other persons, groups or organizations. The President shall review and either approve or disapprove all formal publicity relative to the policies of the Society published by the Society with the intent of generating coverage by the trade press or popular press. However, this requirement for review shall not apply to informal posting on social media sites, blogs, the SMPTE web site or similar electronic media. The President shall, during the term of office and consistent with the policies of the Society, continually endeavor to increase the Sustaining and Individual memberships of the Society. During any period of absence or temporary incapacity of the President, the Executive Vice President shall perform and have the duties and powers of the President. In the event that both the President and Executive Vice President are unable to serve, the Standards Vice President then the Finance Vice President (in that order) shall perform and have the duties and powers of the President. This acting President shall serve for periods not to exceed thirty days, with the provision that within ten days of the expiration of any such period, the Executive Committee may renew the appointment for an additional period pending further action by the Board. 8.3 Past President The immediate Past President shall serve in an advisory capacity to the other officers and governors of the Society. The Past President may be requested by the President to assume other duties suited to experience gained in Society affairs. The Past President shall chair the following committees: - SMPTE Board and Officers Nominating Committee - Fellow Membership Nominations Committee - Fellow Qualifications Committee - Honorary Membership and the Honor Roll Committee - Human Resources Committee 8.4 Executive Vice President The extensive geographical scope of Society activities leads to demands upon the President that are difficult or impossible to fulfill. In order to discharge the responsibilities more efficiently, the President may, therefore, with discretion, assign to the Executive Vice President, specific tasks of a nature that would normally require the personal attention of the President, as follows: - Acting as Chairman of the Executive Committee - Assisting the Executive Director in arriving at decisions involving matters of personnel, public relations, law, etc., between meetings of the Executive Committee, in accordance with policies as established by the Board - Representing the Society before the public or the Membership on such occasions as may be requested by the President - Other duties as assigned by the President Additionally, the Executive Vice President shall assume primary responsibility for leading the following activities: - Long-Range Planning Committee - Conference Strategy Committee - Audit Committee - Progress Report Committee - Progress Medal Committee

14 14 G overnance Operations Manual In the event of disability of the President, and when so requested by the President or the Executive Committee, the Executive Vice-President shall become Acting President, pending action by the Board. Such appointment shall be for periods not to exceed thirty days, with the provision that within ten days of the expiration of any such period, the Executive Committee may renew the appointment for an additional period pending further action by the Board. 8.5 Secretary/Treasurer The Secretary/Treasurer shall be responsible to serve as the Society's parliamentarian and secretariat as well as to ensure affairs of the society are conducted in compliance with Bylaws and Operations Manuals. The Secretary/Treasurer shall also have specific fiduciary responsibility for oversight of the reserve fund and shall be a signatory to any reserve fund withdrawals as a check and balance against the Finance Vice President. In line with these responsibilities, the Secretary/Treasurer shall have the following duties: - The Secretary/Treasurer shall, in conjunction with SMPTE staff, keep up-to-date official records of the Bylaws of the Society and make sure they are available to the Membership. - The Secretary/Treasurer shall oversee the process that ensures that the Operations Manuals are current and properly available. - The Secretary/Treasurer shall Chair and appoint a Revisions Committee. Membership on this Committee is subject to the approval of the President. - The Secretary/Treasurer shall have responsibility for ensuring, with the assistance of the Executive Director, the care and proper custody of the records and the seal of the Society. The Executive Director shall have custody of the seal. - The Secretary/Treasurer shall ensure, with the assistance of the Executive Director and Staff, that all meetings of the Board and Executive Committee are properly recorded, approved, published and distributed. Minutes of such meetings shall be scrutinized and approved, as appropriate, by the President, Secretary/Treasurer, the Society's legal advisor and the Society's auditor before being duplicated and distributed. The Secretary/Treasurer shall ensure that a copy of the minutes is forwarded to each member of the Board for approval action at the next meeting. - The Secretary/Treasurer, with the assistance of the Executive Director, shall ensure that necessary reports from Officers and Committee chairs are available for presentation to Board meetings, and facilitate all necessary official correspondence on behalf of the Board. - The Secretary/Treasurer shall serve as a member of the Financial Advisory Committee. Additional fiduciary responsibilities of the Secretary/Treasurer are described in the Finance/Administration Operations Manual. 8.6 Finance Vice President The Finance Vice President shall be responsible for monitoring the day-to-day financial operations of the Society. The Finance Vice President shall submit proposed budgets to the Board, and shall strive to make sure that the Society's operations are in accordance with the budgets approved by the Board. The Finance Vice President shall study the cost of operation and the income possibilities, so that the greatest service may be rendered with the funds available. Where it appears that the budget is being or is about to be exceeded in any department or accounting division of the Society, this shall be reported to the Executive Committee with a view to bringing such items into balance with the budget. The Finance Vice President shall submit reports to the Board on those financial operations of the Society, including the recommendations of Financial Advisory Committee. The Finance Vice President shall serve as Chair of the Financial Advisory Committee appointed by the President. The Finance Vice President shall follow the policies and procedures with regard to handling of Society funds as outlined in the Finance/Administrative Operations Manual. Additional fiduciary responsibilities of the Finance Vice President are described in the Finance/Administration Operations Manual.

15 15 G overnance Operations Manual 8.7 Education Vice President The Education Vice President shall be responsible to direct and exercise general supervision over all educational activities of the Society including approval of content for publications, conference programs, and professional development as well as the preparation, supervision, and execution of the technical conference programs, including non-technical material and data related to Standards Technology Committees supplied by the Standards Vice President. The Education Vice President shall exercise supervision over the planning and direction of all technical sessions of technical conferences as well as secure keynote speakers where required. The Education Vice President will work closely with Staff to ensure that such operations are conducted within the budget adopted by the Board. The Education Vice President shall coordinate with the Membership Vice President to provide guidance on programs for Sections and student activities. The Education Vice President may appoint up to three Education Directors for the purpose of supporting activities such as content programming and education review for conferences, journals, webinars, and other professional development content. Education Directors shall be appointed for a term of one year with not more than three consecutive annual renewal terms. Directors may be selected from the Membership, but first consideration should be given to selection of an elected Governor who has appropriate expertise. Where Directors are not also Governors, Directors are to be invited to participate in Board meetings but shall not have a vote. The Education Vice President shall direct the procurement of technical papers for the Society technical conferences. The Education Vice President, in cooperation with the Membership Vice President, shall provide all possible program assistance to local Sections of the Society. The Education Vice President shall appoint and supervise those Education Committees authorized by the Board. Further Duties of the Education Vice President are described in the Education Operations Manual. 8.8 Membership Vice President The goals of the Membership Vice President are to advance the scientific aims and purposes of the SMPTE Membership to the extent that such scientific aims are consistent with or conform to the scientific purposes of SMPTE. The Membership Vice President shall be responsible for the administration of affairs directly affecting Members, including the activities of Sections and Student Chapters. These duties include the following: - The Membership Vice President shall encourage and assist the Sections and Student Chapters in their efforts to increase the scope and improve the quality of their activities. - The Membership Vice President is specifically responsible for ensuring that the Sections and Student Chapters are conducting regular and engaging programs that serve Members needs, as well as growing membership of the Society. - The Membership Vice President shall ensure that mechanisms exist to allow Section officers to be aware of meetings held by other Sections. - The Membership Vice President shall facilitate interchange of ideas for meetings among Sections. - The Membership Vice President shall aid in the formation of new Sections and Student Chapters. - The Membership Vice President shall also investigate applications for new Sections or Student Chapters, and report to the Board relevant information thus obtained so as to aid the Board in determining whether or not to grant permission for the formation of new Sections and Student Chapters. - The Membership Vice President shall interpret Society policy for Sections and Student Chapters and advise them as to any deviation from Society policy or from the Bylaws and Operations Manuals of the Society. - The Membership Vice President shall attend as many Section meetings in as many different areas as possible so as to obtain direct information regarding Section programs and activities. - The Membership Vice President shall be responsible for reviewing all written requests from any Section s Board of Managers requesting a change in their Section name, and, if the change is deemed to be desirable and necessary, will forward the Section name change to the Board for their final approval.

16 16 G overnance Operations Manual - The Membership Vice President is specifically responsible for ensuring that the Sections and Student Chapters are conducting regular and engaging programs that service Members needs, as well as growing the membership of the Society. - The Membership Vice President shall be responsible for general supervision and coordination of procedure for membership services. The Membership Vice President shall establish and monitor adherence to criteria used to provide uniformity and equality in the consideration of applicants and conformity with the provisions of Bylaws and objectives of the Society calling for the maintenance of a high professional standing among its members. - The Membership Vice President shall be responsible for reviewing applications for Active Membership that have been rejected by the Executive Director, and hence referred for further consideration. In consultation with the appropriate Section Chairs, the Membership Vice President shall determine whether to sustain or overrule the rejection and shall advise the Executive Director accordingly. - The Membership Vice President shall present a report to the Board at each of its meetings covering the activities of Sections and Student Chapters since the previous meeting, such report being a summary of reports from Sections and Student Chapters. In the event that the activity of any Section or Student Chapter has consistently fallen below a satisfactory level, the Membership Vice President may recommend to the Board that the Section or Student Chapter be disbanded. None of the duties of the Membership Vice President shall be construed as interfering with the responsibility of Section and Student Chapter officers for maintaining a high level of Section and Student Chapter activity. The Membership Vice President may appoint up to three Membership Directors, with duties defined in the Membership Operations Manual. Membership Directors shall be appointed for a term of one year with not more than three consecutive annual renewal terms. Directors may be selected from the Membership, but first consideration should be given to selection of an elected Governor who has appropriate expertise. Where Directors are not also Governors, Directors are to be invited to participate in Board meetings but will not have a vote. Further Duties of the Membership Vice President are described in the Membership Operations Manual. 8.9 Standards Vice President The goals of the Standards Vice President are to promote and further the interests of the general public in the engineering, technical and safety aspects concerned with the use and enjoyment of the benefits provided by the motion-picture, television and allied arts and sciences; The Society's technical engineering effort is carried out by a number of Standards Technology Committees consisting of experts in the various fields of the Society. Such committees shall report to the Standards Vice President All Standards projects shall be directed and supervised by the Standards Vice President. The Standards Vice President shall maintain, and adhere to, the Standards Operations Manual. The Standards Vice President shall appoint up to three Directors from the SMPTE Membership for the purpose of supporting activities such as management of Technology Committees or leadership of special engineering projects. Standards Directors will be appointed for a term of one year with not more than three consecutive annual renewal terms. Directors may be selected from the Membership, but first consideration should be given to selection of an elected Governor who has appropriate expertise. Where Directors are not also Governors, Directors are to be invited to participate in Board meetings but will not have a vote. The Standards Vice President shall furnish for publication, when required, the approved scopes and status of work items for all Technology Committees, and the list of delegates to the committees of other technical and scientific organizations. Reports to the Membership shall be supplied to the Education Vice President for publication. The Standards Vice President shall be responsible for the accuracy, content and form of all official engineering reports. The Standards Vice President shall be responsible for the technical content and the quality of the Society test materials. Further Duties of the Standards Vice President are described in the Standards Operations Manual.